Common use of Offer to Repurchase Upon Change of Control Triggering Event Clause in Contracts

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a), each Holder of the Notes shall have the right to require the Company to repurchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering EventEvent with respect to a series of Notes, unless the Company has exercised its right to redeem the Notes of the applicable series as described in Section 2.5(a2.06(a), each Holder of the Notes of such series shall have the right to require the Company to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes of such series as set forth in this Section 2.6 2.08 (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the date of repurchase purchase (the “Change of Control Payment”). Notwithstanding the foregoing, subject installments of interest on the Notes of a series that are due and payable on interest payment dates falling on or prior to the rights Change of Control Payment Date (as defined below) will be payable on the applicable Interest Payment Date to the registered Holders as of the Notes close of business on the relevant record date to receive interest due on the relevant Interest Payment Datedate. Within 30 days following the date upon which a Change of Control Triggering Event with respect to a series of Notes occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, be required to deliver a written notice to each Holder of Notes of the applicable series at its registered address, with a copy to the Trustee, which written notice will govern the terms of the Change of Control Offer. Such written notice will state, among other things, the repurchase purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such written notice is maileddelivered, other than as may be required by law (the “Change of Control Payment Date”). The written notice, if mailed delivered prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes of the applicable series electing to have such Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their NotesNotes of the applicable series, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the written notice, or transfer the Holder’s Notes of the applicable series to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes of a series if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes of such series properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements requirements, to the extent applicable, of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a)2.5, each Holder of the Notes shall have the right to require the Company to repurchase all or a portion (equal to $2,000 €100,000 or an integral multiple of $1,000 €100,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Floating Rate Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or to transfer the Holder’s their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right shall make an offer (a “Change of Control Offer”) to redeem the Notes as described in Section 2.5(a), each Holder of the Notes shall have the right to require the Company to repurchase all or a portion any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such HolderXxxxxx’s Notes as set forth at an offer price in this Section 2.6 (the “Change of Control Offer”), at a purchase price cash equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest, if any, interest thereon to the date of repurchase purchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 ninety (90) days following the date upon which a any Change of Control Triggering Event occursEvent, or at unless the Company’s option, prior Company has mailed a redemption notice with respect to any Change of Control but after the public announcement all of the pending Change of Controloutstanding Notes in accordance with Section 4.07, the Company shall send, by first-class mail, mail a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of stating: (i) that the Change of Control Offer. Such notice Offer is being made pursuant to this Section 5.16 and that all Notes tendered will state, among other things, be accepted for payment; (ii) the repurchase purchase price and the purchase date, which shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”). The notice; (iii) that any Note not tendered will continue to accrue interest; (iv) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, shall state that all Notes accepted for payment pursuant to the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior shall cease to accrue interest after the Change of Control Payment Date. ; (v) that Holders of Notes electing to have any Notes repurchased purchased pursuant to a Change of Control Offer shall will be required to surrender their the Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note Notes completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date. The Company shall ; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not be required to make a Change later than the close of Control Offer with respect to business on the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on second Business Day preceding the Change of Control Payment Date an Event Date, a telegram, telex, facsimile transmission or letter setting forth the name of Defaultthe Holder, other than an Event the principal amount of Default resulting from failure Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to pay have the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act Notes purchased; and any other securities laws and regulations thereunder (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions unpurchased portion of the Notes by virtue of any such conflictsurrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple thereof.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of If a Change of Control Triggering EventEvent (as defined below) occurs, unless the Company has Issuer shall have exercised its right to redeem the Notes as described in Section 2.5(a)above, the Issuer shall be required to make an offer to each Holder of the Notes shall have the right to require the Company to repurchase purchase all or a portion any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that after giving effect to the purchase, any Notes that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 above that amount. Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Issuer’s option, prior to any Change of Control (as set forth in this defined below), but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Issuer shall have exercised its right to redeem the Notes pursuant to Section 2.6 8 hereof, the Issuer shall mail a notice (the a “Change of Control Offer”) to each Holder with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control Triggering Event and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (other than as may be required by law) (such date, the “Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date specified in the notice. On each Change of Control Payment Date, the Issuer shall, to the extent lawful: • accept for payment all Notes or portions of the Notes properly tendered pursuant to the applicable Change of Control Offer; • deposit with the paying agent an amount equal to the change of control payment in respect of all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer; and • deliver or cause to be delivered to the trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. The Trustee shall promptly mail, or cause the paying agent to promptly mail, to each Holder of Notes so tendered the payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer shall comply, to the extent applicable, with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the terms described in the Notes, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations by virtue thereof. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Repurchase Exercise Notice Upon a Change of Control” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date. The Issuer shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Issuer shall not purchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the change of control payment upon a Change of Control Triggering Event. If Holders of not less than 95% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer, as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase redemption (the “Change of Control Payment”), subject to the rights right of Holders of the Notes record on the relevant record date an Interest Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date For purposes of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.following definitions are applicable:

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of “If a Change of Control Triggering EventEvent occurs, unless the Company Issuer has exercised its right to redeem the Notes as described in Section 2.5(aDebt Securities, the Issuer shall be required to make an offer to repurchase all, or, at the option of a Holder, any part (subject to the applicable denominations of the relevant series of Debt Securities), of each Holder of the Notes shall have the right to require the Company to repurchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 Debt Securities pursuant to the offer described below (the “Change of Control Offer”), on the terms set forth in the Debt Securities. In the Change of Control Offer, the Issuer shall offer payment in cash at a purchase repurchase price equal as specified with respect to 101% of the principal amount thereofsuch Debt Securities pursuant to Section 301, plus accrued and unpaid interest, if any, referred to the date of repurchase (as the “Change of Control Payment”), subject to .” The Issuer shall provide the rights Trustee with written notification upon the occurrence of Holders any Change of the Notes on the relevant record date to receive interest due on the relevant Interest Payment DateControl Triggering Event. Within 30 days following the date upon which a any Change of Control Triggering Event occursor, or at the Company’s optionoption of the Issuer, prior to any Change of Control Control, but after the public announcement of the pending transaction that constitutes or may constitute the Change of ControlControl Triggering Event, the Company Issuer shall send, by first-class mail, a give written notice to each Holder of Notes at its registered addressthe Holders, with a copy to the Trustee, which notice will govern describing the terms of transaction or transactions that constitute the Change of Control Offer. Such notice will state, among other things, Triggering Event and offering to repurchase the repurchase dateDebt Securities on the date specified in the notice, which date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedgiven, other than referred to as may be required by law (the “Change of Control Payment Date”), pursuant to the procedures required by the Debt Securities and described in such notice. The noticenotice shall, if mailed given prior to the date of consummation of the Change of ControlControl Triggering Event, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with On the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to immediately preceding the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company Issuer shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Defaultbe required, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Noteslawful, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.to:

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has Issuers have exercised its their right to redeem the Notes Offered Securities as described in under Section 2.5(a)1.02(8) of this Fifth Supplemental Indenture, each Holder of the Notes shall Offered Securities will have the right to require the Company Issuers to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 Offered Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, to thereon to, but excluding, the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). If the Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s Issuers’ option, prior to and conditioned on the occurrence of, any Change of Control Control, but after the public announcement of the pending Change of Control, the Company shall Issuers will be required to send, by first-first class mail, or deliver electronically if the Offered Securities are held by any Depositary, a notice to each Holder of Notes at its registered addressOffered Securities, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase purchase date, which shall must be no earlier than 30 days nor later than 60 days from the date such notice is mailedmailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to On the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of DefaultIssuers will, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.lawful:

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a2.05(a), each Holder of the Notes shall have the right to require the Company to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 2.06 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the date of repurchase purchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall be required to send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has Issuers have exercised its their right to redeem the Notes Offered Securities as described in under Section 2.5(a)1.02(8) of this Tenth Supplemental Indenture, each Holder of the Notes shall Offered Securities will have the right to require the Company Issuers to repurchase purchase all or a portion (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 Offered Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, to thereon to, but excluding, the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). If the Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s Issuers’ option, prior to and conditioned on the occurrence of, any Change of Control Control, but after the public announcement of the pending Change of Control, the Company shall Issuers will be required to send, by first-first class mail, or deliver electronically if the Offered Securities are held by any Depositary, a notice to each Holder of Notes at its registered addressOffered Securities, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase purchase date, which shall must be no earlier than 30 days nor later than 60 days from the date such notice is mailedmailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to On the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of DefaultIssuers will, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.lawful:

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has Issuers have exercised its their right to redeem the Notes Offered Securities as described in under Section 2.5(a)1.02(8) of this Seventh Supplemental Indenture, each Holder of the Notes shall Offered Securities will have the right to require the Company Issuers to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 Offered Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, to thereon to, but excluding, the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). If the Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s Issuers’ option, prior to and conditioned on the occurrence of, any Change of Control Control, but after the public announcement of the pending Change of Control, the Company shall Issuers will be required to send, by first-first class mail, or deliver electronically if the Offered Securities are held by any Depositary, a notice to each Holder of Notes at its registered addressOffered Securities, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase purchase date, which shall must be no earlier than 30 days nor later than 60 days from the date such notice is mailedmailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to On the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of DefaultIssuers will, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.lawful:

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a), each Holder of the Notes shall have the right to require the Company to repurchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall be required to send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day business day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has Issuers have exercised its their right to redeem the Notes Offered Securities as described in under Section 2.5(a)1.02(8) of this Eleventh Supplemental Indenture, each Holder of the Notes shall Offered Securities will have the right to require the Company Issuers to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 Offered Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, to thereon to, but excluding, the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). If the Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day with the same force and effect as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s Issuers’ option, prior to and conditioned on the occurrence of, any Change of Control Control, but after the public announcement of the pending Change of Control, the Company shall Issuers will be required to send, by first-first class mail, or deliver electronically if the Offered Securities are held by any Depositary, a notice to each Holder of Notes at its registered addressOffered Securities, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase purchase date, which shall must be no earlier than 30 days nor later than 60 days from the date such notice is mailedmailed or electronically delivered (or, in the case of a notice mailed or electronically delivered prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or electronically delivered prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to On the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of DefaultIssuers will, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.lawful:

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of (a) If a Change of Control Triggering EventEvent occurs with respect to the Notes, unless the Company has exercised its right Issuers at such time have given notice of redemption pursuant to redeem paragraph (a) or (b) of Section 3.07 with respect to all outstanding Notes, the Notes as described in Section 2.5(a), each Holder of the Notes Issuers shall have the right to require the Company offer to repurchase all or any part (in a portion (minimum principal amount equal to $2,000 or an the Minimum Denomination and integral multiple multiples of $1,000 in excess thereof) of such each Holder’s Notes as pursuant to an offer to repurchase on the terms set forth in this Section 2.6 Indenture (the “Change of Control Offer”). In the Change of Control Offer, at the Issuers will offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof, of the Notes being repurchased plus accrued and unpaid interestinterest on the Notes being repurchased, if anyto, to but excluding, the date Change of repurchase Control Payment Date (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a any Change of Control Triggering Event occurswith respect to Notes, or unless the Issuers at such time have given notice of redemption under the Company’s option, prior applicable provision of Section 3.07 referred to any Change of Control but after the public announcement of the pending Change of Controlabove with respect to all outstanding Notes, the Company shall send, by first-class mail, a Issuers will give prompt written notice to the Trustee and each Holder of Notes at its registered address, with a copy to describing the Trustee, which notice will govern the terms of transaction or transactions and ratings downgrade that constitute the Change of Control Offer. Such Triggering Event and offering to repurchase the Notes on the date specified in the notice will state, among other things, (the repurchase date“Change of Control Payment Date”), which shall date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedgiven, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Daterequired by this Indenture and described in such notice. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, if any, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Triggering Event provisions of the Notesthis Indenture, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the Notes this Section 4.07 by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of (a) If a Change of Control Triggering EventEvent occurs with respect to the 2031 Senior Notes, unless the Company has shall have exercised its right option to redeem the 2031 Senior Notes as described in pursuant to Section 2.5(a)1102, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the 2031 Senior Notes shall have the right to require the Company to repurchase all or a portion any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of such Holder’s 2031 Senior Notes as on the terms set forth in this Section 2.6 (1109. In the “Change of Control Offer”), at a purchase price the Company shall be required to offer payment in cash equal to 101% of the principal amount thereofof the 2031 Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to on the 2031 Senior Notes up to, but not including, the date of repurchase (the “Change of Control Payment”), ) subject to the rights of Holders of the Notes Holder on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a any Change of Control Triggering Event occursor, or at the option of the Company’s option, prior to any Change of Control Control, but after the public announcement of the pending transaction that constitutes or may constitute the Change of Control, the Company shall send, by first-class mail, deliver a notice to each Holder Holders of Notes at its registered addressthe 2031 Senior Notes, with a copy to the Trustee, which notice will shall govern the terms of the Change of Control Offer. Such notice will state, among other things, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase datethe 2031 Senior Notes on the date specified in the notice, which date shall be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailed, sent other than as may be required by law or, if the notice is sent prior to the Change of Control, no earlier than 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The noticenotice shall, if mailed sent prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has previously exercised its any right to redeem the Notes as described in pursuant to Section 2.5(a)3.01, each Holder of the Notes shall Noteholder will have the right to require the Company to repurchase all or a portion any part (equal to in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to on the Notes repurchased to, but excluding, the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, mail a notice to each Holder of Notes at its registered address, Noteholder (with a written copy of such notice to the Trustee, which notice will govern ) describing the terms of transaction or transactions that constitute the Change of Control Offer. Such notice will state, among other things, Triggering Event and offering to repurchase the repurchase dateNotes on the date specified in the notice, which shall date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being completed on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the Notes this Section by virtue of any such conflictconflicts.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has Issuers have exercised its their right to redeem the Notes Offered Securities of such series as described in under Section 2.5(a)1.02(8) of this Sixth Supplemental Indenture, each Holder of the Notes shall Offered Securities will have the right to require the Company Issuers to repurchase purchase all or a portion (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 Offered Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, to thereon to, but excluding, the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). If the Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s Issuers’ option, prior to and conditioned on the occurrence of, any Change of Control Control, but after the public announcement of the pending Change of Control, the Company shall Issuers will be required to send, by first-first class mail, or deliver electronically if the Offered Securities are held by any Depositary, a notice to each Holder of Notes at its registered addressOffered Securities, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase purchase date, which shall must be no earlier than 30 days nor later than 60 days from the date such notice is mailedmailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to On the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of DefaultIssuers will, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.lawful:

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent in respect of a series of Notes, unless the Company has previously exercised its any right to redeem the Notes as described in of such series pursuant to Section 2.5(a)3.01, each Holder Noteholder of the Notes shall such series will have the right to require the Company to repurchase all or a portion any part (equal to in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 of such series pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to on such Notes repurchased to, but excluding, the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, mail a notice to each Holder of Notes at its registered address, Noteholder (with a written copy of such notice to the Trustee, which notice will govern ) describing the terms of transaction or transactions that constitute the Change of Control Offer. Such notice will state, among other things, Triggering Event and offering to repurchase the repurchase dateNotes on the date specified in the notice, which shall date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being completed on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of such Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the Notes this Section by virtue of any such conflictconflicts.

Offer to Repurchase Upon Change of Control Triggering Event. Upon (a) If a Change of Control Triggering Event occurs after the occurrence Issue Date, the Issuer shall make an offer to repurchase all of a the Notes pursuant to the offer described below 'l`] wChange of Control Offerx( Yl Y hja[] af [Yk` 'l`] wChange of Control Paymentx( ]imYd lg 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the corresponding Interest Payment Date. Within 30 days following any Change of Control Triggering Event, unless the Company has exercised its right Issuer shall send notice of such Change of Control Offer electronically or by first-class mail, with a copy to redeem the Notes as described in Section 2.5(a)Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the Applicable Procedures, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes shall properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; (2) the repurchase price and the repurchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is sefl 'l`] wChange of Control Payment Datex(* ]p[]hl af l`] [Yk] g^ Y [gf\alagfYd >`Yf_] g^ >gfljgd J^^]j eY\] af advance of a Change of Control as described below; (3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any Notes repurchased pursuant to a Change g^ >gfljgd J^^]j oadd Z] j]imaj]\ lg kmjj]f\]j km[` Igl]k* oal` l`] ^gje ]flald]\ wOption of Holder to Elect Repurchasex gf l`] j]n]jk] g^ km[` Igl]k [gehd]l]\* gj gl`]joak] af accordance with the right Applicable Procedures, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day immediately preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company Issuer to repurchase such Notes, provided that the paying agent receives, not later than the expiration time of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for repurchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes repurchased and any other information as may be required by the paying agent, or otherwise in accordance with the applicable procedures of DTC; -61- (7) that if the Issuer is redeeming fewer than all or a of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unrepurchased portion (of the Notes surrendered. The unrepurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof) of ; (8) if such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, notice is sent prior to the date occurrence of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occursEvent, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the occurrence of such Change of Control Triggering Event, and, if applicable, that, in the Dkkm]jzk discretion, the Change of Control Payment Date may be delayed until such time as any or all applicable conditions shall be satisfied, or that such purchase may not occur and such notice may be rescinded in the event that the Issuer shall determine that the Change of Control Triggering Event occurring on or prior to will not occur by the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Defaultas so delayed; and (9) the other instructions, other than an Event of Default resulting from failure to pay as determined by the Change of Control PaymentIssuer, consistent with this Section 4.09, that a Holder must follow. The Company notice, if given in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is given in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such fgla[] Zml al ak \]^][lan]* km[` Cgd\]jzk ^Yadmj] lg j][]an] km[` fgla[] gj km[` \]^][l k`Ydd fgl affect the validity of the proceedings for the purchase of the Notes as to all other Holders that property received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with the repurchase of Notes as a result of pursuant to a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section 4.09, the Company Issuer shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached the Company’s its obligations under this Section 4.09 by virtue thereof. (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law: (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit, or cause to be deposited, with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with Yf J^^a[]jzk >]jla^a[Yl] lg l`] Ojmkl]] klYlaf_ l`Yl km[` Igl]k gj portions thereof have been tendered to and repurchased by the Issuer. (c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event and a Holder will not have the right to require the Issuer to repurchase any Notes pursuant to a Change of Control Offer if (1) a third party -62- makes the Change of Control Offer provisions in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.09 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) a notice of redemption of all outstanding Notes has been given pursuant to Sections 3.03 and 3.07, unless and until there is a default in the payment of the redemption price on the applicable Redemption Date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the related Change of Control at the time of making of the Change of Control Offer. (d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described in this Section 4.09, repurchase all of the Notes validly tendered and not withdrawn by virtue such Holders, the Issuer or such third party shall have the right, upon not less than 10 days nor egj] l`Yf 4. \Yqkz hjagj fgla[] 'hjgna\]\ l`Yl km[` fgla[] ak _an]f fgl egj] l`Yf 1. \Yqk following such repurchase pursuant to the Change of Control Offer described above), to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the corresponding Interest Payment Date. (e) Other than as specifically provided in this Section 4.09, any such conflict.repurchase pursuant to this Section 4.09 shall be made pursuant to the provisions of Section 3.02, Section 3.05 and Section 3.06. Section 4.10

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering EventEvent with respect to the Notes, unless the Company has exercised its right to redeem the Notes as described set forth in Section 2.5(a2.06(a), each Holder of the Notes shall have the right to require the Company to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 2.07 (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to to, but excluding, the date of repurchase (purchase. Notwithstanding the “foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Change of Control Payment”), subject Payment Date (as defined below) will be payable on the applicable Interest Payment Date to the rights of registered Holders as of the Notes close of business on the relevant record date to receive interest due on the relevant Interest Payment Datedate. Within 30 days following the date upon which a Change of Control Triggering Event occurswith respect to the Notes occurs or, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, be required to deliver a written notice to each Holder of Notes at its registered address, with a copy to the Series Trustee, which written notice will govern the terms of the Change of Control Offer. Such written notice will state, among other things, the repurchase purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such written notice is maileddelivered, other than as may be required by law (the “Change of Control Payment Date”). The written notice, if mailed delivered prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have such Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the written notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply in all material respects with the requirements requirements, to the extent applicable, of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section 2.07, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the 2017 Notes as described in or the 2024 Notes pursuant to Section 2.5(a)1.04 of this Fifth Supplemental Indenture, each Holder of the such 2017 Notes or 2024 Notes, as applicable, shall have the right to require the Company to repurchase all or a portion any part (equal to $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to the date of repurchase purchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 days following the date upon which a any Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control Triggering Event but after subject to the public announcement occurrence of the pending a Change of ControlControl Triggering Event, the Company shall send, by first-class mail, mail a notice to each Holder of Notes at its registered address, with a copy to describing the Trustee, which notice will govern the terms of transaction or transactions that constitute the Change of Control Offer. Such notice will state, among other things, and offering to repurchase Notes on the repurchase datedate specified in such notice, which date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice, if mailed prior to the date of consummation occurrence of the Change of ControlControl Triggering Event, shall state that the Change of Control Offer is conditioned on the occurrence of a Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of (a) If a Change of Control Triggering EventEvent occurs with respect to the 2054 Senior Notes, unless the Company has shall have exercised its right option to redeem the 2054 Senior Notes as described in pursuant to Section 2.5(a)1102, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the 2054 Senior Notes shall have the right to require the Company to repurchase all or a portion any part (equal to $2,000 or an any integral multiple of $1,000 in excess thereof) of such Holder’s 2054 Senior Notes as on the terms set forth in this Section 2.6 (1109. In the “Change of Control Offer”), at a purchase price the Company shall be required to offer payment in cash equal to 101% of the principal amount thereofof the 2054 Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to on the 2054 Senior Notes up to, but not including, the date of repurchase (the “Change of Control Payment”), ) subject to the rights of Holders of the Notes Holder on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a any Change of Control Triggering Event occursor, or at the option of the Company’s option, prior to any Change of Control Control, but after the public announcement of the pending transaction that constitutes or may constitute the Change of Control, the Company shall send, by first-class mail, deliver a notice to each Holder Holders of Notes at its registered addressthe 2054 Senior Notes, with a copy to the Trustee, which notice will shall govern the terms of the Change of Control Offer. Such notice will state, among other things, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase datethe 2054 Senior Notes on the date specified in the notice, which date shall be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailed, sent other than as may be required by law or, if the notice is sent prior to the Change of Control, no earlier than 10 days and no later than 60 days from the date on which the Change of Control Triggering Event occurs (the “Change of Control Payment Date”). The noticenotice shall, if mailed sent prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has Issuers have exercised its their right to redeem the Notes Offered Securities as described in under Section 2.5(a)1.02(8) of this Eighth Supplemental Indenture, each Holder of the Notes shall Offered Securities will have the right to require the Company Issuers to repurchase purchase all or a portion (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 Offered Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, to thereon to, but excluding, the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). If the Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s Issuers’ option, prior to and conditioned on the occurrence of, any Change of Control Control, but after the public announcement of the pending Change of Control, the Company shall Issuers will be required to send, by first-first class mail, or deliver electronically if the Offered Securities are held by any Depositary, a notice to each Holder of Notes at its registered addressOffered Securities, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase purchase date, which shall must be no earlier than 30 days nor later than 60 days from the date such notice is mailedmailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to On the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of DefaultIssuers will, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.lawful:

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of (a) If a Change of Control Triggering EventEvent occurs with respect to the Notes, unless the Company has exercised its right Issuers at such time have given notice of redemption pursuant to redeem paragraph (a) or (b) of Section 3.07(a) or Section 3.09 with respect to all outstanding Notes, the Notes as described in Section 2.5(a), each Holder of the Notes Issuers shall have the right to require the Company offer to repurchase all or any part (in a portion (minimum principal amount equal to $2,000 or an the Minimum Denomination and integral multiple multiples of $€1,000 in excess thereof) of such each Holder’s Notes as pursuant to an offer to repurchase on the terms set forth in this Section 2.6 Indenture (the “Change of Control Offer”). In the Change of Control Offer, at the Issuers will offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof, of the Notes being repurchased plus accrued and unpaid interestinterest on the Notes being repurchased, if anyto, to but excluding, the date Change of repurchase Control Payment Date (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a any Change of Control Triggering Event occurswith respect to the Notes, unless the Issuers at such time have given notice of redemption under the applicable provision of Section 3.07 or at the Company’s option, prior Section 3.09 referred to any Change of Control but after the public announcement of the pending Change of Controlabove with respect to all outstanding Notes, the Company shall send, by first-class mail, a Issuers will give prompt written notice to the Trustee and each Holder of Notes at its registered address, with a copy to describing the Trustee, which notice will govern the terms of transaction or transactions and ratings downgrade that constitute the Change of Control Offer. Such Triggering Event and offering to repurchase the Notes on the date specified in the notice will state, among other things, (the repurchase date“Change of Control Payment Date”), which shall date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedgiven, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Daterequired by this Indenture and described in such notice. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, if any, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Triggering Event provisions of the Notesthis Indenture, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached the Company’s their obligations under the Change of Control Offer provisions of the Notes this Section 4.07 by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a)2.5, each Holder of the Notes shall have the right to require the Company to repurchase all or a portion (equal to $2,000 €100,000 or an integral multiple of $1,000 €100,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or to transfer the Holder’s their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering EventEvent with respect to the Notes, unless the Company has exercised its right to redeem the Notes as described set forth in Section 2.5(a)2.06(a) or 3.01, each Holder of the Notes shall have the right to require the Company to repurchase purchase all or a portion (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 2.07 (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the date of repurchase (purchase. Notwithstanding the “foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Change of Control Payment”), subject Payment Date (as defined below) will be payable on the applicable Interest Payment Date to the rights of registered Holders as of the Notes close of business on the relevant record date to receive interest due on the relevant Interest Payment Datedate. Within 30 days following the date upon which a Change of Control Triggering Event occurswith respect to the Notes occurs or, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, be required to deliver a written notice to each Holder of Notes at its registered address, with a copy to the Trustee, which written notice will govern the terms of the Change of Control Offer. Such written notice will state, among other things, the repurchase purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such written notice is maileddelivered, other than as may be required by law (the “Change of Control Payment Date”). The written notice, if mailed delivered prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have such Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the written notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply in all material respects with the requirements requirements, to the extent applicable, of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section 2.07, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of (a) If a Change of Control Triggering EventEvent occurs with respect to the Notes, unless the Company has exercised its right Issuers at such time have given notice of redemption pursuant to redeem paragraph (a) or (b) of Section 3.07(a) with respect to all outstanding Notes, the Notes as described in Section 2.5(a), each Holder of the Notes Issuers shall have the right to require the Company offer to repurchase all or any part (in a portion (minimum principal amount equal to $2,000 or an the Minimum Denomination and integral multiple multiples of $1,000 in excess thereof1,000) of such each Holder’s Notes as pursuant to an offer to repurchase on the terms set forth in this Section 2.6 Indenture (the “Change of Control Offer”). In the Change of Control Offer, at the Issuers will offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof, of the Notes being repurchased plus accrued and unpaid interestinterest on the Notes being repurchased, if anyto, to but excluding, the date Change of repurchase Control Payment Date (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a any Change of Control Triggering Event occurswith respect to Notes, or unless the Issuers at such time have given notice of redemption under the Company’s option, prior applicable provision of Section 3.07 referred to any Change of Control but after the public announcement of the pending Change of Controlabove with respect to all outstanding Notes, the Company shall send, by first-class mail, a Issuers will give prompt written notice to the Trustee and each Holder of Notes at its registered address, with a copy to describing the Trustee, which notice will govern the terms of transaction or transactions and ratings downgrade that constitute the Change of Control Offer. Such Triggering Event and offering to repurchase the Notes on the date specified in the notice will state, among other things, (the repurchase date“Change of Control Payment Date”), which shall date will be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailedgiven, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Daterequired by this Indenture and described in such notice. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, if any, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Triggering Event provisions of the Notesthis Indenture, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the Notes this Section 4.07 by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering EventEvent with respect to the Notes, unless the Company has exercised its right to redeem the Notes as described set forth in Section 2.5(a2.06(a), each Holder of the Notes shall have the right to require the Company to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 2.07 (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the date of repurchase (purchase. Notwithstanding the “foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to the Change of Control Payment”), subject Payment Date (as defined below) will be payable on the applicable Interest Payment Date to the rights of registered Holders as of the Notes close of business on the relevant record date to receive interest due on the relevant Interest Payment Datedate. Within 30 days following the date upon which a Change of Control Triggering Event occurswith respect to the Notes occurs or, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, be required to deliver a written notice to each Holder of Notes at its registered address, with a copy to the Trustee, which written notice will govern the terms of the Change of Control Offer. Such written notice will state, among other things, the repurchase purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such written notice is maileddelivered, other than as may be required by law (the “Change of Control Payment Date”). The written notice, if mailed delivered prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have such Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the written notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply in all material respects with the requirements requirements, to the extent applicable, of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section 2.07, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in pursuant to Section 2.5(a)3.01, each Holder of the Notes shall Noteholder will have the right to require the Company to repurchase all or a portion any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holdereach Noteholder’s Notes as set forth in this Section 2.6 pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to the date of repurchase purchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a any Change of Control Triggering Event occursor, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, mail a notice to each Holder of Notes at its registered address, Noteholder (with a written copy of such notice to the Trustee, which notice will govern ) describing the terms of transaction or transactions that constitute the Change of Control Offer. Such notice will state, among other things, Triggering Event and offering to repurchase the repurchase dateNotes on the date specified in the notice, which shall date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the Notes this Section by virtue of any such conflictconflicts.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a2.09(a), each Holder of the Notes shall have the right to require the Company to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 2.11 (the “Change of Control Offer”), at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the date of repurchase purchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall be required to send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering EventEvent in respect of a series of Notes, unless the Company has previously exercised its any right to redeem the Notes as described in of such series pursuant to Section 2.5(a)3.01, each Holder Noteholder of the Notes shall such series will have the right to require the Company to repurchase all or a portion any part (equal to $2,000 in minimum denominations of €100,000 or an integral multiple multiples of $€1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 of such series pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to on such Notes repurchased to, but excluding, the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, mail a notice to each Holder of Notes at its registered address, Noteholder (with a written copy of such notice to the Trustee, which notice will govern ) describing the terms of transaction or transactions that constitute the Change of Control Offer. Such notice will state, among other things, Triggering Event and offering to repurchase the repurchase dateNotes on the date specified in the notice, which shall date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being completed on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of such Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the Notes this Section by virtue of any such conflictconflicts.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in pursuant to Section 2.5(a)1.04 of this Second Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or a portion any part (equal to $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 pursuant to the offer described below (the “Change of Control OfferOffer ”), ) at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to the date of repurchase purchase (the “Change of Control PaymentPayment ”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 days following the date upon which a any Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control Triggering Event but after subject to the public announcement occurrence of the pending a Change of ControlControl Triggering Event, the Company shall send, by first-class mail, mail a notice to each Holder of Notes at its registered address, with a copy to describing the Trustee, which notice will govern the terms of transaction or transactions that constitute the Change of Control Offer. Such notice will state, among other things, and offering to repurchase Notes on the repurchase datedate specified in such notice, which date shall be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The notice, if mailed prior to the date of consummation occurrence of the Change of ControlControl Triggering Event, shall state that the Change of Control Offer is conditioned on the occurrence of a Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of (a) If a Change of Control Triggering EventEvent occurs, unless a third party makes a Change of Control Offer as described below or the Company has exercised its right previously or substantially concurrently therewith delivered a redemption notice with respect to redeem all the outstanding Notes as described in of a series pursuant to Section 2.5(a)3.02, each Holder the Company will make an offer to purchase all of the Notes shall have the right to require the Company to repurchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 series pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that if the repurchase (date is on or after the “Change of Control Payment”)record date and on or before the corresponding interest payment date, subject to the rights of then Holders of in whose name the Notes of such series are registered at the close of business on the relevant such record date to will receive the interest due on the relevant Interest Payment Daterepurchase date. Within 30 days following the date upon which a any Change of Control Triggering Event occursEvent, the Company will deliver or at the Company’s option, prior cause to any be delivered a notice of such Change of Control but after Offer electronically in accordance with the public announcement applicable procedures of the pending Change of Control, the Company shall send, DTC or by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern to each Holder of Notes of such series at the terms address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute the Change of Control Offer. Such notice will state, among other things, Triggering Event and offering to repurchase the repurchase dateNotes of such series for the specified purchase price on the date specified in the notice, which shall date will be no earlier than 30 days nor 20 Business Days and no later than 60 days from the date such notice is maileddelivered, other than as may be pursuant to the procedures required by law (the “Change of Control Payment Date”). The Indenture and described in such notice, if mailed prior to except in the date case of consummation of the Change of Control, shall state that the a conditional Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified made in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result advance of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictEvent as described below.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a)2.5, each Holder of the Notes shall have the right to require the Company to repurchase all or a portion (equal to $2,000 €100,000 or an integral multiple of $1,000 €100,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Floating Rate Interest Payment Date. - 13 - Exhibit 4.2 Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering EventEvent with respect to the 2028 Notes, unless the Company Issuer has exercised its right to redeem the 2028 Notes as described pursuant to Paragraph 6(b) by giving irrevocable written notice to the Fiscal Agent in Section 2.5(a)accordance with the Fiscal Agency Agreement, each Holder of the Notes shall have the right to require the Company Issuer to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2028 Notes as pursuant to the offer set forth in this Section 2.6 below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, up to but not including the date of repurchase purchase (the “Change of Control Payment”). Unless the Issuer has exercised its right to redeem the 2028 Notes, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs with respect to the 2028 Notes or, or at the CompanyIssuer’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company Issuer shall send, by first-class mail, a be required to give notice to each Holder of Notes at its registered address, Holders in accordance with Paragraph 11 (with a copy to the TrusteeFiscal Agent), which notice will shall govern the terms of the Change of Control Offer. Such notice will shall state, among other things, the repurchase purchase date, which shall must be no earlier than 30 days nor later than 60 days from the date such notice is mailedsent, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed given prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a On the Change of Control Offer shall be required to surrender their NotesPayment Date, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completedIssuer shall, to the Paying Agent at extent lawful: • accept or cause a third party to accept for payment all 2028 Notes or portions of 2028 Notes properly tendered pursuant to the address specified in the notice, Change of Control Offer; • deposit or transfer the Holder’s Notes cause a third party to deposit with the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Datein respect of all 2028 Notes or portions of 2028 Notes properly tendered; and • deliver or cause to be delivered to the Fiscal Agent the 2028 Notes properly accepted together with an Officer’s certificate stating the aggregate principal amount of 2028 Notes or portions of 2028 Notes being repurchased. The Company Issuer shall not be required to make a Change of Control Offer with respect to the 2028 Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, Issuer and such third party purchases all the 2028 Notes properly tendered and not withdrawn under its offer. In addition, the Company shall Issuer will not repurchase any 2028 Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of DefaultDefault under the Fiscal Agency Agreement or the 2028 Notes, in each case, with respect to the 2028 Notes, other than an Event a default in the payment of Default resulting from failure to pay the Change of Control PaymentPayment on the Change of Control Payment Date. The Company If applicable, the Issuer shall comply in all material respects with the requirements of Rule 14e-1 14e‑1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2028 Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the 2028 Notes, the Company Issuer shall be required to comply with those securities laws and regulations and shall not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the 2028 Notes by virtue of any such conflict.. For purposes of the foregoing provisions of this Paragraph 7(c) regarding a Change of Control Offer, the following definitions are applicable: Change of Control means the occurrence of any of the following after the date of issuance of the 2028 Notes:

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering EventEvent with respect to the 2025 Notes, unless the Company Issuer has exercised its right to redeem the 2025 Notes as described pursuant to Paragraph 6(b) by giving irrevocable written notice to the Fiscal Agent in Section 2.5(a)accordance with the Fiscal Agency Agreement, each Holder of the Notes shall have the right to require the Company Issuer to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 2025 Notes as pursuant to the offer set forth in this Section 2.6 below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, up to but not including the date of repurchase purchase (the “Change of Control Payment”). Unless the Issuer has exercised its right to redeem the 2025 Notes, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs with respect to the 2025 Notes or, or at the CompanyIssuer’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company Issuer shall send, by first-class mail, a be required to give notice to each Holder of Notes at its registered address, Holders in accordance with Paragraph 11 (with a copy to the TrusteeFiscal Agent), which notice will shall govern the terms of the Change of Control Offer. Such notice will shall state, among other things, the repurchase purchase date, which shall must be no earlier than 30 days nor later than 60 days from the date such notice is mailedsent, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed given prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a On the Change of Control Offer shall be required to surrender their NotesPayment Date, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completedIssuer shall, to the Paying Agent at extent lawful: • accept or cause a third party to accept for payment all 2025 Notes or portions of 2025 Notes properly tendered pursuant to the address specified in the notice, Change of Control Offer; • deposit or transfer the Holder’s Notes cause a third party to deposit with the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Datein respect of all 2025 Notes or portions of 2025 Notes properly tendered; and • deliver or cause to be delivered to the Fiscal Agent the 2025 Notes properly accepted together with an Officer’s certificate stating the aggregate principal amount of 2025 Notes or portions of 2025 Notes being repurchased. The Company Issuer shall not be required to make a Change of Control Offer with respect to the 2025 Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, Issuer and such third party purchases all the 2025 Notes properly tendered and not withdrawn under its offer. In addition, the Company shall Issuer will not repurchase any 2025 Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of DefaultDefault under the Fiscal Agency Agreement or the 2025 Notes, in each case, with respect to the 2025 Notes, other than an Event a default in the payment of Default resulting from failure to pay the Change of Control PaymentPayment on the Change of Control Payment Date. The Company If applicable, the Issuer shall comply in all material respects with the requirements of Rule 14e-1 14e‑1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2025 Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the 2025 Notes, the Company Issuer shall be required to comply with those securities laws and regulations and shall not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the 2025 Notes by virtue of any such conflict.. For purposes of the foregoing provisions of this Paragraph 7(c) regarding a Change of Control Offer, the following definitions are applicable: Change of Control means the occurrence of any of the following after the date of issuance of the 2025 Notes:

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a), each Holder of the Senior Notes shall will have the right to require the Company to repurchase all or a portion any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 's Senior Notes as set forth in this Section 2.6 pursuant to the offer described below (the “"Change of Control Offer”), ") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, interest thereon to the date of repurchase purchase (the “"Change of Control Payment”"), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 thirty days following any Change of Control Triggering Event, the date upon which Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event occurs, or at the Company’s option, prior and offering to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of repurchase Senior Notes at its registered address, with a copy pursuant to the Trustee, which procedures described in this Section and described in such notice. The notice will govern the terms of state: (1) that the Change of Control Offer. Such notice Offer is being made pursuant to this Section 4.14 and that all Senior Notes tendered will state, among other things, be accepted for payment; (2) the repurchase purchase price and the purchase date, which shall be no earlier than at least 30 days nor later but not more than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “"Change of Control Payment Date”"). The notice; (3) that any Senior Note not tendered will continue to accrue interest; (4) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, shall state that all Senior Notes accepted for payment pursuant to the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior shall cease to accrue interest after the Change of Control Payment Date. ; (5) that Holders of Notes electing to have any Senior Notes repurchased purchased pursuant to a Change of Control Offer shall will be required to surrender their the Senior Notes, with the form entitled “"Option of Holder to Elect Repurchase” Purchase" on the reverse of the Note Senior Notes completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date. The Company shall ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not be required to make a Change later than the close of Control Offer with respect to business on the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on second Business Day preceding the Change of Control Payment Date Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Senior Notes purchased; and (7) that Holders whose Senior Notes are being purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Paymentintegral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictControl.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of (a) If a Change of Control Triggering EventEvent occurs, unless the Company has exercised its right shall be required to redeem the Notes as described in Section 2.5(a), make an offer (a “Change of Control Offer”) to each Holder of the Notes shall have the right to require the Company to repurchase all or a portion any part (equal to $2,000 1,000 in principal amount or an integral multiple of $1,000 in excess thereof) of such Holderthat Xxxxxx’s Notes as on the terms set forth in this Section 2.6 Indenture. In the Change of Control Offer, the Company shall offer a payment in cash (the “Change of Control OfferPayment”), at a purchase price ) equal to 101% of the principal amount thereof, of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase purchase (the a “Change of Control PaymentPayment Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a any Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of ControlEvent, the Company shall send, by first-class mail, send (or provide in accordance with the applicable procedures of DTC) a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of stating: (i) that the Change of Control Offer. Such notice will state, among other things, Offer is being made pursuant to this Section 4.14 (and describing the repurchase datetransaction or transactions that constitute the Change of Control Triggering Event) and that all Notes tendered shall be accepted for payment; (ii) the purchase price and the Change of Control Payment Date, which shall be no earlier than 30 ten days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law sent; (the “Change of Control Payment Date”). The noticeiii) that any Note not tendered shall continue to accrue interest, if mailed prior to any; (iv) that, unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, shall state that all Notes accepted for payment pursuant to the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior shall cease to accrue interest, if any, after the Change of Control Payment Date. ; (v) that Holders of Notes electing to have any Notes repurchased purchased pursuant to a Change of Control Offer shall be required to surrender their the Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note Notes completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date. The Company ; (vi) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not be required to make a Change later than the close of Control Offer with respect to business on the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on second Business Day preceding the Change of Control Payment Date an Event Date, a facsimile transmission or letter setting forth the name of Defaultthe Holder, other than an Event the principal amount of Default resulting from failure Notes delivered for purchase, and a statement that such Holder is withdrawing its election to pay have the Change of Control Payment. The Company Notes purchased; and (vii) that Holders whose Notes are being purchased only in part shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder be issued new Notes equal in principal amount to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions unpurchased portion of the Notes by virtue surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of any such conflict$1,000 in excess thereof.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering EventEvent with respect to the Notes, unless the Company Issuer has exercised its right to redeem the Notes as described pursuant to Paragraph 6(b) by giving irrevocable written notice to the Fiscal Agent in Section 2.5(a)accordance with the Fiscal Agency Agreement, each Holder of the Notes shall have the right to require the Company Issuer to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as pursuant to the offer set forth in this Section 2.6 below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, up to but not including the date of repurchase purchase (the “Change of Control Payment”). Unless the Issuer has exercised its right to redeem the Notes, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the CompanyIssuer’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company Issuer shall send, by first-class mail, a be required to publish notice to each Holder Holders of Notes at its registered address, Note in accordance with a copy to the TrusteeParagraph 11, which notice will shall govern the terms of the Change of Control Offer. Such notice will shall state, among other things, the repurchase purchase date, which shall must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed published prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a On the Change of Control Offer shall be required to surrender their NotesPayment Date, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completedIssuer shall, to the Paying Agent at extent lawful: • accept or cause a third party to accept for payment all Notes or portions of Notes properly tendered pursuant to the address specified in the notice, Change of Control Offer; • deposit or transfer the Holder’s Notes cause a third party to deposit with the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior an amount equal to the Change of Control Payment Datein respect of all Notes or portions of Notes properly tendered; and • deliver or cause to be delivered to the Fiscal Agent the Notes properly accepted together with an officer’s certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. The Company Issuer shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, Issuer and such third party purchases all the Notes properly tendered and not withdrawn under its offer. In addition, the Company shall Issuer will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event event of Defaultdefault under the Fiscal Agency Agreement or the Notes, other than an Event a default in the payment of Default resulting from failure to pay the Change of Control PaymentPayment on the Change of Control Payment Date. The Company If applicable, the Issuer shall comply in all material respects with the requirements of Rule 14e-1 14e‑1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company Issuer shall be required to comply with those securities laws and regulations and shall not be deemed to have breached the Company’s our obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.. For purposes of the foregoing provisions of this Paragraph 7(c) regarding a Change of Control Offer, the following definitions are applicable: Change of Control means the occurrence of any of the following after the date of issuance of the Notes:

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a)2.5, each Holder of the Notes shall have the right to require the Company to repurchase all or a portion (equal to $2,000 €100,000 or an integral multiple of $1,000 €100,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Floating Rate Interest Payment Date. Exhibit 4.2 Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of (a) If a Change of Control Triggering EventEvent occurs with respect to the Notes, unless the Company at such time has exercised its right given notice of redemption pursuant to redeem the Notes as described in paragraph (a) or (b) of Section 2.5(a)3.07(a) with respect to all outstanding Notes, each Holder of the Notes shall have the right to require the Company shall offer to repurchase all or any part (in a portion (minimum principal amount equal to $2,000 or an the Minimum Denomination and integral multiple multiples of $1,000 in excess thereof1,000) of such each Holder’s Notes as pursuant to an offer to repurchase on the terms set forth in this Section 2.6 Indenture (the “Change of Control Offer”). In the Change of Control Offer, at the Company will offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof, of the Notes being repurchased plus accrued and unpaid interestinterest on the Notes being repurchased, if anyto, to but excluding, the date Change of repurchase Control Payment Date (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a any Change of Control Triggering Event occurswith respect to Notes, or unless the Company at such time has given notice of redemption under the Company’s option, prior applicable provision of Section 3.07 referred to any Change of Control but after the public announcement of the pending Change of Controlabove with respect to all outstanding Notes, the Company shall send, by first-class mail, a will give written notice to the Trustee and each Holder of Notes at its registered address, with a copy to describing the Trustee, which notice will govern the terms of transaction or transactions and ratings downgrade that constitute the Change of Control Offer. Such Triggering Event and offering to repurchase the Notes on the date specified in the notice will state, among other things, (the repurchase date“Change of Control Payment Date”), which shall date will be no earlier than 30 10 days nor and no later than 60 days from the date such notice is mailedgiven, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes by this Indenture and described in such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Paymentnotice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, if any, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Triggering Event provisions of the Notesthis Indenture, the Company shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the Notes this Section 4.07 by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has previously exercised its any right to redeem the Notes as described in pursuant to Section 2.5(a)3.01, each Holder of the Notes shall Noteholder will have the right to require the Company to repurchase all or a portion any part (equal to $2,000 in minimum denominations of €100,000 or an integral multiple multiples of $€1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 pursuant to the offer described below (the “Change of Control Offer”), ) at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to on the Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, mail a notice to each Holder of Notes at its registered address, Noteholder (with a written copy of such notice to the Trustee, which notice will govern ) describing the terms of transaction or transactions that constitute the Change of Control Offer. Such notice will state, among other things, Triggering Event and offering to repurchase the repurchase dateNotes on the date specified in the notice, which shall date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being completed on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notesthis Section, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the Notes this Section by virtue of any such conflictconflicts.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence (a) If a Change of Control occurs and is accompanied by a Ratings Events with respect to a series of Notes (together, a “Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a”), each Holder of the Notes shall of such series will have the right to require the Company to repurchase all or a portion any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such that Holder’s Notes as set forth in this Section 2.6 of such series pursuant to an offer by the Company (the a “Change of Control Offer”)) on the terms set forth in this Supplemental Indenture. In the Change of Control Offer, at the Company will offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereofof Notes of such series repurchased, plus accrued and unpaid interest, if any, to on the Notes of such series repurchased to, but not including, the date of repurchase purchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Dateinterest payment date. Within 30 thirty days following the date upon which a any Change of Control Triggering Event occurs, or at the Company’s option, prior with respect to any Change a series of Control but after the public announcement of the pending Change of ControlNotes, the Company shall send, by first-class mail, will deliver electronically in pdf format or mail a notice to each Holder of Notes at its registered address, of such series with a copy to the Trustee, which notice will govern Trustee or otherwise in accordance with the terms procedures of DTC describing the transaction or transactions that constitute the Change of Control Offer. Such notice will state, among other things, Triggering Event and offering to repurchase Notes of such series on the repurchase datedate specified in the notice, which shall date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailed, other than as may be required by law mailed or otherwise delivered (the a “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of required by the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment DateIndenture and described in such notice. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes of any series as a result of a Change of Control Triggering EventOffer. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the NotesIndenture, the Company shall will comply with those the applicable securities laws and regulations and shall will not be deemed to have breached the Company’s its obligations under the Change of Control Offer provisions of the Notes Indenture by virtue of any such conflictcompliance.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a), each Holder of the Senior Notes shall will have the right to require the Company to repurchase all or a portion any part (equal to $2,000 1,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s 's Senior Notes as set forth in this Section 2.6 pursuant to the offer described below (the “Change of Control Offer”), "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to (a) 101% of the aggregate principal amount thereof in the case of the Series A through G Senior Notes, (b) 101% of the principal amount thereofat maturity of the Senior Discount Notes (if such repurchase occurs on or after July 1, 2003) or (c) 101% of the Accreted Value of the Senior Discount Notes (if such repurchase occurs prior to July 1, 2003), plus accrued and unpaid interestinterest thereon, if any, to the date of repurchase purchase (the “"CHANGE OF CONTROL PAYMENT"). Within thirty days following any Change of Control Payment”)Triggering Event, subject the Company shall mail a notice to each Holder describing the rights of Holders of transaction or transactions that constitute the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior and offering to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of repurchase Senior Notes at its registered address, with a copy pursuant to the Trustee, which procedures described in this Section and described in such notice. The notice will govern the terms of state: (1) that the Change of Control Offer. Such notice Offer is being made pursuant to this Section 4.14 and that all Senior Notes tendered will state, among other things, be accepted for payment; (2) the repurchase purchase price and the purchase date, which shall be no earlier than at least 30 days nor later but not more than 60 days from the date such notice is mailed, other than as may be required by law mailed (the “Change of Control Payment Date”"CHANGE OF CONTROL PAYMENT DATE"). The notice; (3) that any Senior Note not tendered will continue to accrue interest; (4) that, if mailed prior to unless the date of consummation Company defaults in the payment of the Change of ControlControl Payment, shall state that all Senior Notes accepted for payment pursuant to the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior shall cease to accrue interest after the Change of Control Payment Date. ; (5) that Holders of Notes electing to have any Senior Notes repurchased purchased pursuant to a Change of Control Offer shall will be required to surrender their the Senior Notes, with the form entitled “"Option of Holder to Elect Repurchase” Purchase" on the reverse of the Note Senior Notes completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, notice prior to the close of business on the third Business Day prior to preceding the Change of Control Payment Date. The Company shall ; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not be required to make a Change later than the close of Control Offer with respect to business on the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on second Business Day preceding the Change of Control Payment Date Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Senior Notes purchased; and (7) that Holders whose Senior Notes are being purchased only in part will be issued new Senior Notes equal in principal amount (or principal amount at maturity, as the case may be) to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Paymentintegral multiple thereof. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictControl.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a)2.5, each Holder of the Notes shall have the right to require the Company to repurchase all or a portion (equal to $2,000 €100,000 or an integral multiple of $€1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a Change of Control Triggering Event occurs, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of (a) If a Change of Control Triggering EventEvent occurs, unless the Company has exercised its right to redeem the Notes a third party makes a Change of Control Offer as described in below or the Issuer has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes pursuant to Section 2.5(a)3.07, each Holder the Issuer will make an offer to purchase all of the Notes shall have pursuant to the right to require the Company to repurchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 offer described below (the “Change of Control Offer”), ) at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase; provided that if the repurchase (date is on or after the “Change of Control Payment”)record date and on or before the corresponding interest payment date, subject to the rights of then Holders of in whose name the Notes are registered at the close of business on the relevant such record date to will receive the interest due on the relevant Interest Payment Daterepurchase date. Within 30 days following the date upon which a any Change of Control Triggering Event occursEvent, the Issuer will deliver or at the Company’s option, prior cause to any be delivered a notice of such Change of Control but after Offer electronically in accordance with the public announcement applicable procedures of the pending Change of Control, the Company shall send, DTC or by first-first- class mail, a notice to each Holder of Notes at its registered address, with a copy to the Trustee, which notice will govern to each Holder of Notes at the terms address of such Holder appearing in the Note Register or otherwise in accordance with the applicable procedures of DTC, describing the transaction or transactions that constitute 62| the Change of Control Offer. Such notice will state, among other things, Triggering Event and any conditions to the Change of Control Offer and offering to repurchase datethe Notes for the specified purchase price on the date specified in the notice, which shall date will be no earlier than 30 days nor and no later than 60 days from the date such notice is maileddelivered, other than as may be pursuant to the procedures required by law (the “Change of Control Payment Date”). The this Indenture and described in such notice, if mailed prior to except in the date case of consummation of the Change of Control, shall state that the a conditional Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified made in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result advance of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflictEvent as described below.

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has Issuers have exercised its their right to redeem the Notes Offered Securities as described in under Section 2.5(a)1.02(8) of this Ninth Supplemental Indenture, each Holder of the Notes shall Offered Securities will have the right to require the Company Issuers to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes as set forth in this Section 2.6 Offered Securities pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, to thereon to, but excluding, the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date) (the “Change of Control Payment”). If the Change of Control Payment Date falls on a day that is not a Business Day, the related payment of the Change of Control Payment will be made on the next Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next Business Day. Within 30 days following the date upon which a the Change of Control Triggering Event occursoccurs or, or at the Company’s Issuers’ option, prior to and conditioned on the occurrence of, any Change of Control Control, but after the public announcement of the pending Change of Control, the Company shall Issuers will be required to send, by first-first class mail, or deliver electronically if the Offered Securities are held by any Depositary, a notice to each Holder of Notes at its registered addressOffered Securities, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase purchase date, which shall must be no earlier than 30 days nor later than 60 days from the date such notice is mailedmailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, shall will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to On the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of DefaultIssuers will, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.lawful:

Offer to Repurchase Upon Change of Control Triggering Event. Upon the occurrence of (a) If a Change of Control Triggering EventEvent occurs with respect to the Notes, unless the Company has exercised its right Issuers at such time have given notice of redemption pursuant to redeem paragraph (a) or (b) of Section 3.07 or Section 3.09 with respect to all outstanding Notes, the Notes as described in Section 2.5(a), each Holder of the Notes Issuers shall have the right to require the Company offer to repurchase all or any part (in a portion (minimum principal amount equal to $2,000 or an the Minimum Denomination and integral multiple multiples of $€1,000 in excess thereof) of such each Holder’s Notes as pursuant to an offer to repurchase on the terms set forth in this Section 2.6 Indenture (the “Change of Control Offer”). In the Change of Control Offer, at the Issuers will offer a purchase price payment in cash equal to 101% of the aggregate principal amount thereof, of the Notes being repurchased plus accrued and unpaid interestinterest on the Notes being repurchased, if anyto, to but excluding, the date Change of repurchase Control Payment Date (the “Change of Control Payment”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following the date upon which a any Change of Control Triggering Event occurswith respect to the Notes, unless the Issuers at such time have given notice of redemption under the applicable provision of Section 3.07 or at the Company’s option, prior Section 3.09 referred to any Change of Control but after the public announcement of the pending Change of Controlabove with respect to all outstanding Notes, the Company shall send, by first-class mail, a Issuers will give prompt written notice to the Trustee and each Holder of Notes at its registered address, with a copy to describing the Trustee, which notice will govern the terms of transaction or transactions and ratings downgrade that constitute the Change of Control Offer. Such Triggering Event and offering to repurchase the Notes on the date specified in the notice will state, among other things, (the repurchase date“Change of Control Payment Date”), which shall date will be no earlier than 30 days nor and no later than 60 days from the date such notice is mailedgiven, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes repurchased pursuant to a Change of Control Offer shall be required to surrender their Notes, with the form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Daterequired by this Indenture and described in such notice. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder thereunder, if any, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer Triggering Event provisions of the Notesthis Indenture, the Company Issuers shall comply with those the applicable securities laws and regulations and shall not be deemed to have breached the Company’s their obligations under the Change of Control Offer provisions of the Notes this Section 4.07 by virtue of any such conflict.

Offer to Repurchase Upon Change of Control Triggering Event. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes as described in Section 2.5(a), each Holder of the Notes shall have the right to require the Company Issuer to repurchase purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) any part of such Holder’s Notes as set forth (provided that no notes of $2,000 or less can be redeemed in this Section 2.6 (part) pursuant to the “Change of Control Offer”), described below at a purchase price in cash equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest, if any, interest to the date of repurchase purchase (the “Change of Control Payment”), subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant Interest Payment Date). Within 30 days following any Change of Control Triggering Event, Issuer shall (unless prior to such date such Change of Control Triggering Event ceases to exist) deliver by mail or electronic means, pursuant to the date upon which procedures as required by this Indenture, a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”), stating: (i) that a Change of Control Triggering Event occurshas occurred and that such Holder has the right to require the Issuer to purchase all or a portion of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, or at plus accrued and unpaid interest to the Company’s option, prior to any date of purchase (the “Change of Control but after the public announcement of the pending Change of Control, the Company shall send, by first-class mail, a notice to each Holder of Notes at its registered address, with a copy Payment”) (subject to the Trusteeright of Holders of record on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date), which notice will govern (ii) the terms of the circumstances and relevant facts and financial information regarding such Change of Control Offer. Such notice will stateTriggering Event, among other things, (iii) the repurchase date, purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law delivered) (the “Change of Control Payment Date”). The notice) and (iv) the instructions determined by the Issuer, if mailed prior consistent with this Section 4.11, that a Holder must follow in order to the date of consummation of the Change of Control, shall state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Datehave its Notes purchased. Holders of Notes electing to have Notes repurchased a Note purchased pursuant to a Change of Control Offer shall be required to surrender their Notesthe Note, with the form entitled “Option of Holder to Elect RepurchasePurchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfer the Holder’s Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of the Paying Agent, notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer if it had been made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default, other than an Event of Default resulting from failure to pay the Change of Control Payment. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the Change of Control Offer provisions of the Notes by virtue of any such conflict.